Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

Certain Other Agreements. The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

Certain Other Agreements. The Shareholder Stockholder will notify the ------------------------ Parent Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder the Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal or Acquisition Proposal Interest (as such terms is are defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making indicating such Acquisition Proposal Interest and the terms and conditions of any proposals or offers. The Shareholder Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposal Interest. Such Shareholder The Stockholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition ProposalProposal Interest. Such Shareholder The Stockholder agrees that it will not, and will use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents, if any, do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, or (iiiii) in the event of an unsolicited written Acquisition Proposal, Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

Certain Other Agreements. The Shareholder Each of the Shareholders will ------------------------ notify ------------------------ Parent the Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal or Acquisition Proposal Interest (as such terms is are defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making indicating such Acquisition Proposal Interest and the terms and conditions of any proposals or offers. The Shareholder Each of the Shareholders agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalProposal Interest. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition ProposalProposal Interest. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.

Certain Other Agreements. The Shareholder will shall notify ------------------------ Parent Acquiror immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such the Shareholder or its officers, directors, employees, investment bankers, his attorneys, accountants or other agentsagents (each of such actions, if anyan "Interest"), in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making indicating such Acquisition Proposal Interest and the terms and conditions of any related proposals or offers. The Shareholder agrees that it will to cease immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such In addition, the Shareholder agrees that it shall to keep Parent Acquiror informed, on a current basis, of the status and terms of any Acquisition Proposal. Such The Shareholder furthermore agrees not to, and will use his best efforts to ensure that it will his attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which that constitutes or is reasonably likely to lead to any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iiiii) in the event of an unsolicited written proposal in respect of an Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than ParentAcquiror, any of its affiliates or representatives and except for information which that has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing obligations provided for in this Section 6 shall not apply to become effective immediately following the extent that it is inconsistent with any execution and delivery of Shareholder's duties as a director and/or officer of this Agreement by the Companyparties hereto. 7.

Certain Other Agreements. The Shareholder will shall notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such the Shareholder or its officers, directors, employees, investment bankers, his attorneys, accountants or other agentsagents (each of such actions, if anyan "Interest"), in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) Transaction indicating, in connection with such notice, the name of the person making indicating such Acquisition Proposal Interest and the terms and conditions of any related proposals or offers. The Shareholder agrees that it will to cease immediately cease and cause to be terminated immediately any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition ProposalTransaction. Such In addition, the Shareholder agrees that it shall to keep Parent informed, on a current basis, of the status and terms of any Acquisition ProposalTransaction. Such The Shareholder furthermore agrees not to, and will use his best efforts to ensure that it will his attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which that constitutes or is reasonably likely to lead to any Acquisition ProposalTransaction, (ii) enter into any agreement with respect to any Acquisition Transaction or (iiiii) in the event of an unsolicited written proposal in respect of a Acquisition ProposalTransaction, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which that has been previously publicly disseminated by the Company) relating to any Acquisition ProposalTransaction. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.obligations provided for in this Section

Certain Other Agreements. The Shareholder will notify ------------------------ Parent immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal (as such terms is defined in the Merger Agreement) indicating, in connection with such notice, the name of the person making such Acquisition Proposal and the terms and conditions of any proposals or offers. The Shareholder agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Such Shareholder agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal. Such Shareholder agrees that it will not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal, or (ii) in the event of an unsolicited written Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information informa tion which has been previously publicly disseminated by the Company) relating to any Acquisition Proposal. The foregoing shall not apply to the extent that it is inconsistent with any of Shareholder's duties as a director and/or officer of the Company.